SEATTLE, Feb. 3, 2020 /PRNewswire/ -- CTI BioPharma
Corp. (Nasdaq: CTIC) today announced its intent to raise
$60 million through a fully
backstopped rights offering. Under the terms of the rights
offering, investors as of February 13,
2020 in CTI BioPharma's common stock and preferred stock
will receive a subscription right entitling them to purchase their
pro rata share of the $60
million offering amount. The rights offering will be fully
backstopped by BVF Partners L.P., Stonepine Capital, L.P., OrbiMed
Private Investments VI, LP and New Enterprise Associates, Inc. each
of which have agreed to purchase, at a minimum, its respective
as-converted pro rata share of the offering amount, plus an
additional amount of securities that are not subscribed for by
other purchasers in the rights offering, for a total of up to
$60 million.
Under the proposed rights offering (the "Rights Offering"), CTI
BioPharma plans to distribute non-transferable subscription rights
to purchase a portion of a share of CTI BioPharma's common stock
("Common Stock") or series X convertible preferred stock ("Series X
Preferred") to each stockholder of record of Common Stock,
including Common Stock issuable upon conversion of the outstanding
shares of CTI Biopharma's series O convertible preferred stock
("Series O Preferred") at $1.00 per
share to such security holders of record as of the close of
business on February 13, 2020 (the
"Record Date"). The subscription rights will be exercisable for
shares of Common Stock (or an equivalent number of Series X
Preferred), with participation to be allocated among holders of its
Common Stock and Series O Preferred on a pro rata basis
(assuming full conversion of the Series O Preferred into shares of
Common Stock), subject to the aggregate offering threshold and
ownership limitations. The subscription rights may be exercised
only during the anticipated subscription period of Friday, February 14, 2020, through 5:00 PM (Eastern Time) on Monday, March 2, 2020,
unless extended. Any participant in the Rights Offering that, by
exercise of its subscription right would become a holder of greater
than 9.9% of the outstanding number of shares of Common Stock
following the Rights Offering may elect to instead purchase Series
X Preferred. CTI BioPharma intends to sell the Series X Preferred
at $10,000 per share, and any such
holder so electing would have a right to purchase one
10,000th of a share of Series X Preferred for each share
of Common Stock it had a right to purchase under the subscription
rights. Each share of Series X Preferred is, subject to certain
limitations, convertible into 10,000 shares of Common Stock at the
election of the holder. The Series X Preferred generally have no
voting rights, except as required by law, and will participate
pari passu, on an as-converted basis, with any distribution
of proceeds to holders of Common Stock and Series O Preferred in
the event of CTI BioPharma's liquidation, dissolution or winding
up.
The Rights Offering will be made pursuant to CTI BioPharma's
effective shelf registration statement on file with the Securities
and Exchange Commission and only by means of a prospectus
supplement and accompanying prospectus. CTI BioPharma expects to
mail subscription certificates evidencing the subscription rights
and a copy of the prospectus supplement and accompanying prospectus
for the Rights Offering shortly following the Record Date.
This press release is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities in
any jurisdiction, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable
law. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Certain existing shareholders of CTI BioPharma (the
"Investors"), including BVF Partners L.P., CTI BioPharma's largest
shareholder, currently owning approximately 11.95% of CTI
BioPharma's outstanding Common Stock (and 23.1% on an as-converted
basis), Stonepine Capital, L.P., OrbiMed Private Investments VI, LP
and New Enterprise Associates, Inc. currently owning 6.23%, 8.62%
and 5.59% of CTI BioPharma's outstanding Common Stock,
respectively, will backstop the Rights Offering and have agreed to
purchase up to $60 million of Common
Stock at a subscription price per share of $1.00 (or Series X Preferred at a price of
$10,000 per share) in a private
placement promptly at the conclusion of the Rights Offering, with
the dollar amount to be purchased in such private placement reduced
by the dollar amount sold by CTI BioPharma (including to the
Investors and their respective affiliates) in the Rights
Offering.
Concurrent with this press release, CTI is announcing the
outcome of its recent meeting with the U.S. Food and Drug
Administration and the subsequent amendment to the PACIFICA trial.
For further details, see the concurrent press release relating to
this meeting.
About CTI BioPharma Corp.
CTI BioPharma
Corp. is a biopharmaceutical company focused on the
acquisition, development and commercialization of novel targeted
therapies for blood-related cancers that offer a unique benefit to
patients and their healthcare providers. In particular, we are
focused on evaluating pacritinib for the treatment of adult
patients with myelofibrosis. CTI BioPharma is
headquartered in Seattle, Washington.
Forward-Looking Statements
This press release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934 and the Private Securities Litigation Reform Act of
1995. These forward-looking statements include statements regarding
our expectations regarding plans, amounts and timing for the Rights
Offering and the private placement to the Investors, future
financing opportunities, the anticipated use of proceeds derived
therefrom and expectations regarding participation in the Rights
Offering.
Risks Related to Forward-Looking Statements
The
forward-looking statements contained in this press release are
based on current assumptions that involve risks, uncertainties and
other factors that may cause the actual results, events or
developments to be materially different from those expressed or
implied by such forward-looking statements. These risks and
uncertainties, many of which are beyond our control, include, but
are not limited to risks identified in our filings with
the Securities and Exchange Commission. These forward-looking
statements speak only as of the date hereof and we assume no
obligation to update these forward-looking statements, and readers
are cautioned not to place undue reliance on such forward-looking
statements.
"CTI BioPharma" and the CTI BioPharma logo are
registered trademarks or trademarks of CTI BioPharma
Corp. in various jurisdictions. All other trademarks belong to
their respective owner.
CTI BioPharma Investor Contacts:
Maeve Conneighton/Maghan
Meyers
+212-600-1902
cti@argotpartners.com
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SOURCE CTI BioPharma Corp.